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Bookie Duke Bradley (Clark Gable) stops the bank from taking the stud of Grandpa Clayton (Lionel Barrymore). Carol Clayton (Jean Harlow) calls from England that she is going to marry the wealthy Hartley Madison (Walter Pidgeon). Duke tells her father, Frank Clayton (Jonathan Hale), and Grandpa. Broke, Frank gives Duke the deed to the family farm to pay his gambling debts. At the races, Duke takes bets and meets Hartley and Carol. Duke greets Fritzi (Una Merkel) with a kiss. During a race, Frank collapses and dies.

Carol asks Duke to sell her the farm, but Duke assures her he won't foreclose on Grandpa. They quarrel about her marrying for money. Fritzi tells Duke that her husband Jesse Kiffmeyer (Frank Morgan) is allergic to horses. When Jesse sneezes during an auction, Duke sees to it that this is considered a bid, and Jesse ends up buying a horse that Fritzi wanted. Grandpa tells Duke that Carol is selling her horse, Moonray; Carol tells Duke she needs money to pay him off. Duke bids Hartley up to $14,000 for the horse. Hartley asks Grandpa to train Moonray.

Carol studies horses and wins money from Duke. Tip O'Brien (Cliff Edwards) sings "The Horse With the Dreamy Eyes" with Fritzi, Duke, and Rosetta (Hattie McDaniel), Carol's maid. Carol is friendly with Duke until he asks her to get Hartley betting. Duke calls on Hartley and tells him to help Carol's nerves. Hartley calls Dr. Bierd (George Zucco), who says Carol is emotional and should marry soon or not see Hartley. Duke gets Hartley to bet and win $6,000, telling Tip it is bait. Carol tells Hartley not to bet with Duke, who learns Hartley is leaving. Carol asks Hartley to stay.

At the track, Hartley bets with Duke and loses $5,000. On a train, Duke dines with Fritzi and Jesse, who is jealous. Fritzi knows Duke is in love with Carol, and Duke says he plans to win enough money to marry her. Carol tells Duke she loves him and has broken off her engagement to Hartley. When Duke objects to losing Hartley, she gets angry. At the races, Hartley loses. Hartley hires a new trainer for Moonray. Carol gets Jesse's contract with the jockey Dixie Gordon (Frankie Darro) so Duke will lose, but Fritzi tells Jesse that that if Duke wins, he will marry Carol. Dixie is riding Moonray. Grandpa quarrels with the new trainer. The race is a photo finish, but Moonray loses. On a train, Carol and Duke celebrate.

This photo of director Jack Conway, Jean Harlow and Clark Gable was taken shortly before Harlow's collapse and was issued at the time her death was announced.

Although screenwriter Robert Hopkins originally intended the script to be a vehicle for Harlow,[3] the studio at first attempted to borrow Carole Lombard from Paramount Pictures, but could not do so because of contractual difficulties.[4] After this, it was reported that Joan Crawford would play Harlow's role, but by 1937, Harlow was reported as the star. Walter Pidgeon was borrowed from Universal for the film.[3]

At the time of filming, Harlow was suffering from the aftermath of oral surgery to remove impacted wisdom teeth. Paul Bern, her second husband, had mysteriously died several years before, and she had just divorced director Harold Rosson, her third, after just one year of marriage. Harlow had a relationship with William Powell, and wanted to marry him, but Powell was resistant.[4]

When filming of Saratoga was 90% completed, Harlow collapsed on the set during a scene with Walter Pidgeon[4] and died about a week later, of kidney failure. She had suffered from sun poisoning some months before, combined with the problems with her wisdom teeth, contributed to her critical condition.[4]MGM wanted to reshoot the movie with Virginia Bruce or Jean Arthur, but Harlow's fans complained, so the remaining scenes were filmed with Mary Dees doubling for the camera and Paula Winslowe supplying Harlow's voice.[3][4]

The film was released on July 23, 1937, not quite seven weeks after Harlow's death, and the crowds of her fans that turned out to see the film pushed it into being one the year's largest monetary successes.[4] Critical reviews were generally positive, despite the reviewers commenting on the sadness of seeing Harlow so soon after her death.[4]

According to MGM records the film earned $2,432,000 in the US and Canada and $820,000 elsewhere, resulting in a profit of $1,146,000.[1]